0001013762-08-001314 Sample Contracts

12% SUBORDINATED SECURED CONVERTIBLE DEBENTURE DUE MAY __, 2009
Convertible Security Agreement • June 12th, 2008 • Healthcare Providers Direct Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

THIS 12% SUBORDINATED SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12% Subordinated Secured Convertible Debentures of Healthcare Providers Direct, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 3371 Route One, Suite 200, Lawrenceville, New Jersey 08648, designated as its 12% Subordinated Secured Convertible Debenture due May __, 2009 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • June 12th, 2008 • Healthcare Providers Direct Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Healthcare Providers Direct Inc., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).

SECURITY AGREEMENT
Security Agreement • June 12th, 2008 • Healthcare Providers Direct Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

SECURITY AGREEMENT, dated as of May __, 2008, by and between Healthcare Providers Direct, Inc. a Nevada corporation (the “Company”) and the holders of the Company’s 12% Subordinated Secured Convertible Debentures due 12 months following their issuance, in the original aggregate principal amount of up to $750,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

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